(a) A limited liability
company may amend its articles of organization, from time to time, in
any and as many respects as may be desired by (i) preparing a
certificate of amendment, entitled "Certificate of amendment of the
articles of organization of... (name of limited liability company) under
section two hundred eleven of the Limited Liability Company Law," in
accordance with this section, (ii) executing such certificate of
amendment in accordance with section two hundred seven of this article
and (iii) filing such certificate of amendment in accordance with
section two hundred nine of this article.
(b) The certificate of amendment may set forth only such provisions as
might be lawfully contained in the initial articles of organization
filed at the time of making such amendment.
(c) The certificate of amendment shall set forth:
(1) the name of the limited liability company and, if it has been
changed, the name under which it was formed;
(2) the date of filing its initial articles of organization; and
(3) each amendment effected thereby, setting forth the subject matter
of each provision of the articles of organization that is to be amended
or eliminated and the full text of the provision or provisions, if any,
which are to be substituted or added.
(d) In particular, but without limiting the general power of amendment
as stated in subdivision (b) of this section, a limited liability
company shall amend its articles of organization no later than ninety
days after the happening of any of the following events:
(1) a change in the name of the limited liability company;
(2) a change in the county within this state in which the office of
the limited liability company is to be located;
(3) a change in the latest date, if any, on which the limited
liability company is to dissolve;
(4) the continuation of the limited liability company under section
seven hundred one of this chapter after an event of dissolution;
(5) a change in the name or street address of its registered agent in
the state if such change is made other than pursuant to section three
hundred two of this chapter;
(6) a change in the post office address to which the secretary of
state shall mail a copy of any process against the limited liability
company served upon him or her if such change is made other than
pursuant to section three hundred one of this chapter;
(7) a change in whether the limited liability company is to be managed
by one or more members of a class or classes of members or by one or
more managers or a class or classes of managers;
(8) the discovery of a materially false or inaccurate statement in the
articles of organization; and
(9) the decision to change any other statement in the articles of
organization.
(e) Unless otherwise provided in this chapter, a certificate of
amendment shall be effective at the time of its filing with the
department of state.